


look me in the eyes and tell me that you feel the same

by cesspitshrine



Series: Commissions [4]
Category: Mahou Shoujo Madoka Magika | Puella Magi Madoka Magica
Genre: Creampie, Cunnilingus, F/F, F/M, First Time, Kissing, Mutual Masturbation, Nipple Play, Polyamory, Reader-Insert, Threesome - F/F/M, Vaginal Fingering, Vaginal Sex
Language: English
Status: Completed
Published: 2020-12-22
Updated: 2020-12-22
Packaged: 2021-03-11 04:55:42
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 8,378
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/28229511
Author URL: https://archiveofourown.org/users/cesspitshrine/pseuds/cesspitshrine
Summary: When the two of you started dating, some part of you wondered how Homura would be involved, knowing Madoka would still be close to her best friend, but not wanting her to feel like a third wheel to the both of you. It is not as if it shocked you when Madoka approached you eventually, asking to talk about the possibility of Homura being your third. Another piece to a loving whole. You never expected her and Homura to be able to stay away from each other, always drawn to one another as if they were meant to be together and you could not imagine keeping them apart.So it came as no surprise when Madoka was the one to insist that the both of you be Homura’s first, with her taking the lead of course.title is from "Nothing" by Lewis Watson
Relationships: Akemi Homura/Kaname Madoka, Akemi Homura/Reader/Kaname Madoka
Series: Commissions [4]
Series URL: https://archiveofourown.org/series/2035816
Comments: 1
Kudos: 7





	look me in the eyes and tell me that you feel the same

**Author's Note:**

> an anonymous commission

“Just relax, Homura… let us take care of you.” Madoka tells her, voice gentle and sweet as it always is, full of love for your partner. 

When the two of you started dating, some part of you wondered how Homura would be involved, knowing Madoka would still be close to her best friend, but not wanting her to feel like a third wheel to the both of you. It is not as if it shocked you when Madoka approached you eventually, asking to talk about the possibility of Homura being your third. Another piece to a loving whole. You never expected her and Homura to be able to stay away from each other, always drawn to one another as if they were meant to be together and you could not imagine keeping them apart.

So it came as no surprise when Madoka was the one to insist that the both of you be Homura’s first, with her taking the lead of course. 

_ “You’re always so protective of her.”  _ You had teased, much to both girls' embarrassment. It’s not like you were wrong, though. Madoka always had a way about her when it came to Homura, something that made her go out of her way to keep Homura safe and happy, but most importantly: comfortable. Which only made her a better candidate for being in charge for tonight, so you rolled over and went with her flow, adopting her main concern as well. It’s not like you wanted one of your girlfriends to be unsatisfied either. 

Looking down at her, all you can think about is how cute Homura looks, shy and nervous between the two of you, her usual cool demeanor gone in the face of her partners. Madoka reaches out, a reassuring smile on her face as she takes Homura’s hand into her own, squeezing it gently before raising to the top of her button up and letting her hand come down onto the stiff white fabric of her uniform top. All three of you had long shed your school blazers, tossing them to the side in favor of one another. Homura jumps at the contact, apologizing when Madoka gives her a confused look. You only chuckle at her actions, earning yourself a gentle scowl from your girlfriend before she turns back to the other girl. 

“It’s just… it feels…” She trails off, not too sure of her words, another one of Madoka’s endless effects on her. 

“Naughty?” You offer up, giving Homura a teasing smile before leaning in to steal a kiss from her. You can feel her hum in surprise against your lips, her shock soon melting into a shy acceptance as her hands come up and rest upon your chest. Even with your eyes closed, you can feel a gentle movement coming from behind Homura, Madoka pushing her further into your kiss as she hugs Homura from behind, her arms wrapping around her partner’s hips, murmuring gentle encouragement to Homura. 

“That’s it, Homura.” She whispers, her voice low with something dark and lustful under her gentle words. “You’re doing well… you don’t have to be nervous around us.”

Homura pulls back for a second, a soft wanton moan escaping her as she takes a breath before you follow her and capture her lips once more. She whimpers as your tongue traces her thin, supple lips before plunging into her open mouth. As your tongue explores her mouth, taking long swipes over warm flesh and playfully flicking at her own tongue, you can feel the rustle of fabric between the two of you, but no new hands on your body. Madoka is undressing her, taking advantage of Homura being distracted as she loses herself in your kiss, relaxing more and more each second until she is jelly in your hands. You pull away from her, the both of you left gasping for breath in the wake of such a passionate kiss as you lick away the thin strand of saliva connecting you to her still.

You help Madoka in undressing Homura, slipping your hands under her shirt where Madoka has already unbuttoned it, running your hand over her shoulders as you push Homura’s shirt off of her. She stands there, her torso exposed with only a plain black bra covering her small breasts. Her hands come up for a moment, wanting to cover herself back up and hide from both you and Madoka, before she stops herself, forcing her hands back to her side. 

“See?” Madoka says, light and happy, sounding so proud of her girlfriend. You are proud of her as well for swallowing her shyness for this moment, trusting you two enough to be vulnerable. “You’re doing so well!”

You bring your hand up to cup her face, delighting in how she nuzzles deeper into your touch. She seems to find some courage after being praised, looking up at you with a serious edge to her lilac eyes, before she reaches out and undoes the first button of your shirt. Madoka giggles behind her and sets to undoing her own shirt, saying something about not wanting to be the last one dressed. You chuckle at her joke and the atmosphere softens to something not so serious, more easy going and playful, the way a happy first time should be. Once Homura is done unbuttoning your top, you finish the act for her, shrugging your shirt off and tossing it to join your blazers in the ever growing pile of clothes and Madoka’s follows soon after. 

Homura turns to look at her and your eyes follow to fall on your partner, standing there, her white, lacy bra standing out bright in sharp contrast to her skin. Homura cuts her eyes away not long after, ducking her head to look down at her stocking covered feet. Madoka only gives her a patient smile before reaching out to lift her head up by her chin. 

“You don’t have to be shy, Homura.” Her voice takes on a teasing quality as she continues speaking. “I want you to look at me. Both of you.”

Madoka looks past Homura when she says that last part, her pink eyes darkening, full of need as she walks past to press her body to yours and reach her arms up to pull you into a hot kiss. You groan as she takes the initiative to push her tongue into your mouth, licking along the inside of your cheek before tangling her tongue into yours. It’s wet and painfully hot, but as neat as she is, while it feels like Madoka is giving you all she has, she always pulls away just before any true satisfaction, teasing you with what you crave. You decide to play her game, snaking your hands up the silky expanse of her stomach to cup her breasts, giving them a playful squeeze before rubbing your thumbs over the thin cups of her bra, feeling her already hard nipples stiffen further at your touch. She shudders against you as you toy with her, moaning into your mouth when you make another pass over her nipples, then another and another until she is openly moaning into the warm air between the two of you. 

“You like that, Madoka? I guess so since your nipples are already this hard when I’ve barely even touched you.” You tease her, low and husky as you move on from teasing to gentle pinches through the expensive fabric of her bra. “What’s such a cute girl like you have such a slutty bra for? Trying to impress someone?”

You look past her, past the cute face she’s made, contorted in pleasure as she moans and cries out, to Homura. She looks intently back at you, understanding that she’s needed, always needed, before you tip your head back to beckon her closer. Homura walks up behind Madoka, taking up the position the other girl held not so long ago, and plants a chaste kiss to her pale shoulder, just beside her bra strap. You watch as her hands trail down Madoka’s sides, her nails scraping playfully at her sensitive skin, to stop at the hem of her skirt. It doesn’t take any more prodding or gentle guidance to get Homura to act, she slips her hand into her girlfriend’s skirt and you can imagine her hand slipping into matching panties to rub at Madoka’s slit as you play with her sensitive nipples. 

“Ngh-” She groans, tipping her head back to rest against Homura’s shoulder, as the other girl continues on playing with her pussy, dragging out such sexy noises from such a cute girl. 

Seeing her break so gently, even just the crack that’s formed, is so sweet in a way you can’t help but want to experience over and over. You’re so used to Madoka taking charge over Homura and even yourself, something about her sweet energy and magnetic personality making her a de facto leader of your little group, a position neither you nor Homura questioned.

“D-Does that feel good, Madoka?” Homura asks, sounding more sure of herself as she watches the reactions the two of you trigger.

She can’t answer, too caught up in her moans and whimpers to speak, but she turns her head to their lover, whimpering to Homura, begging for a kiss. Homura hesitates, but closes the gap between the two of them nonetheless, pressing their lips together in a chaste kiss that quickly changes with a tilt of Madoka’s head as she licks and nips at Homura’s bottom lip, asking permission before plunging her tongue into her mouth, both girls moaning at the sensation. You push Madoka’s bra up, the fabric crimping as it’s pushed up, to play with her more directly. Madoka moans, muffled by Homura’s kiss, before she pulls away, her chest heaving as she pants, desperate to catch her breath. 

“M-More… play with me more.” She tells you, not ask or beg, but  _ tells _ and who are you to deny her? You dip your head down, taking the hard pink bud into your mouth, sucking softly as you let Madoka’s needy moans wash over you. You suck harder, hungry for more of her sounds, and rub at her other nipple with your thumb. At her insistence, you pinch her nipple harder, twisting the hardened nub between your fingers. You switch off, dragging the tip of your tongue across the valley between her breasts to take her puffy and abused nipple into your mouth, dragging your tongue over it, hoping to soothe the aching bud.

“Ahh, t-that’s good.” She says, showering you with praise as her hand tangles into your hair as she encourages you further, tugging gently at your hair. You can hear lewd, wet sounds above you as she and Homura kiss once more. You can’t take this much longer as your cock strains against the front of your pants, and luckily, your girls agree. Madoka pulls you off of her breast, gentle yet domineering, as she suggests the three of you move to the bed to continue. 

You all undress separately, the atmosphere light and playful as both you and Madoka peek over your shoulders at Homura, giggling as you watch a blush spread across her face when she catches you leering. The three of you fall into bed together, Homura sandwiched between the both of you in bed. You hear a hum from the other side of Homura before Madoka leans in to nuzzle your girlfriend’s cheek, greeting by gentle laughter from her. You lie there for a moment and close your eyes as you bask in the warmth of your girlfriend, focusing on the way Homura’s body heat leeches into your arms where you hold her around her waist. You graze the tips of your fingers over her stomach, delighting in how you feel the muscle under contract and relax, fluttering under your touch as she holds back her laughter. It’s not long before you meet Madoka’s fingers, the both of you tracing Homura’s tummy, blindly drawing shapes to draw out even sweeter sounds from her. 

It is not long before you feel a hand touching you, starting at your hip to trail lower and lower. You open your eyes, expecting to see Madoka leaning forward to reach you, but you’re greeted by the sight of Homura reaching out to boldly touch you of her own accord. You give her an encouraging smile as you crane your neck to look down at her. She only flushes further and cuts her eyes from you in her embarrassment, her hand faltering and coming to a stuttering stop. 

“None of that now,” You whisper in her ear before giving her earlobe a teasing nip. You take her wrist in your hand and continue the path she had been following until the tips of her fingers are brushing against the base of your cock, already half hard in your anticipation. She flinches, her fingers curling back and into her palm, and you let go of her wrist, letting her pull her arm back just a bit as you murmur more encouragement into her ear. “We can take as long as you need, Homura.” 

Madoka follows up on your words, leaning in to whisper something into Homura’s ear. You’re left with nothing but questions when you see how much redder Homura gets at whatever it is Madoka tells her. Whatever she has said seems to have done the trick for her as she takes Homura’s arm and guides her back down to your cock. You shiver as those cold fingertips brush along the base once more before she wraps her delicate hand around your cock. As proud as you are of her, her grip is too loose, a sign of her inexperience, but Madoka’s hand soon covers Homura’s and closes around her hand, tightening her grip around you. You tip your head back as a groan escapes you, deep and making your chest rumble as the noise echoes out around the three of you. Homura’s hand moves upwards towards the head of your cock as Madoka leads her. Her hand is brought back to down, twisting as she makes her way back to the base of your cock. You sigh in pleasure as you roll your hips, fucking her hand shallowly as she falls into a steady rhythm as her confidence grows as she continues to jerk you off. 

“Good girl, Homura… you’re making me feel so good.” The praise slips past your lips before you can recognize what you’re saying to her. Maybe in another circumstance, that kind of praise would have flustered her, hell a few minutes ago it would have done so, but Homura eats it up, confidence bolstering under your kind words as she picks up pace, going so far as to swipe at the bead of precum collecting at weeping head of your cock. You open your eyes and bring your head back up as you lean down to kiss Homura again. Her hand rhythm is only broken for a second before she’s taking your kiss in stride, not even stopped when your tongue slips into her mouth, settling back into this song and dance once more. You’re spurred on by how bold she has been and tilt your head to deepen your kiss, groaning as she gives your cock a tight squeeze in her surprise. Your tongue slips past hers, making her shiver at the sensation, as you explore her mouth, desperate to memorize each crease and crevice. 

You swallow another needy moan when she suddenly jumps, her movements stopping. You pull away, gasping for air as you look at her, your eyes trailing over her young body until you see just what made her jump like that. Again, Madoka has slotted into the seductive curve of Homura’s back, her breasts squished against her pale skin, as her hand works between Homura’s milky thighs. You can faintly hear slick sounds coming from between her legs as Madoka fingers her pussy, and you can vividly imagine the sight of Madoka’s fingers dripping with as she fucks Homura, coaxing her open with each stroke of her fingers. You look back up at Homura’s face and take in her cute little expression. There’s a thin sheen of sweat growing on her flushed face as she pants and moans, crying out for Madoka as the other girl continues to finger fuck her. Her mouth is parted slightly, showing a teasing glimpse of her pink tongue and a thin flash of her teeth. 

“Ngh— M-Madoka!” She cries out, her eyes fluttering closed and hiding those bright eyes burning with lust. Her hips raise as she tries to draw the other girl’s deeper inside of herself, silently begging for more as her back lifts off the bed into a pretty pale arc. You can feel yourself hardening again, the pressure increasing slightly as you fill up Homura’s hand once more, as you watch the show before you. 

You lick your lips and reach down to wrap your hand around Homura’s. Patient as you are, you can’t wait any longer, not when she’s already touching you. 

“C’mon…” You tell her as you jerk yourself off, dragging her hand along with yours. You crane your neck down, even shimmying lower on the bed, to reach Homura’s neck. You drag your hot tongue up the side of her sensitive neck, receiving a huffed laugh that sound bends, warbling as it becomes a heady moan. You let out a moan that is all too similar to hers as your hips buck of their own accord and then consciously as you thrust into your hands, chasing that friction, seeking more from Homura. You soon let your hand fall away and Homura continues stroking your cock, even in the face of the pleasure washing over her and without your guidance. 

“Good girl.” You call her again and she eats it up, her eyes squeezing tighter as she turns her head, trying to tuck her face away from you to hide the wanton moan that escapes her seconds after your praise. “I should, ah, have expected this much… you’ve always been such a fast learner, right, Homura?”

All of her nerves gone in the face of such pleasure, Homura nods at your question, stuttering out a strained “yes”. Your knuckles glide down her smooth skin, digging a bit deeper into what ticklish spots she has to tease her more and more, for your hand to join Madoka’s between her legs. You rub your thumb over her lips, soaking wet and spread open already as Madoka’s fingers thrust in and out, her pace switching from slow and teasing to suddenly fast and overwhelming. Either way, she is unrelenting in her skill as she fingers Homura, making a right mess of the other girl. You dip your past her puffy lips to rub light circles on her clit, delighting in how her grip tightens around you for a second as she raises her hips, aching with need as she vies for more pressure against her hard clit. 

“Ah, ah, ah… if we want something we ask, don’t we, Homura?” Madoka teases, her lips pushed out into a silly pout as she gazes up at the girl twitching beneath her. Nevertheless, you press down against her clit, drinking up the moan you manage to steal from Homura. Madoka gives you another pouty look, obviously put out that her efforts to be more dominant have been tamped down by you. 

“She’s been so good for us… Don’t you think she deserves some spoiling?” You laugh when Madoka sticks her tongue out at you before ducking her head down to Homura’s chest, scooching down the bed as well. 

You watch as Madoka’s licks Homura’s chest, her tongue dragging over Homura’s hard nipple, going back to circle the bud before closing her full lips around the pink bud. It proves to be too much for Homura as she pulls her hand away from your cock, leaving it to drop down, smacking lightly against your lower stomach, as she covers her mouth. You can almost hear the loud moan that she desperately tries to hide and for now you let her hide while you continue to play with her pussy, stroking her clit in long, slow strokes before bringing your finger back up, grazing your nail over her sensitive clit. 

Again, her hips lift and her toes curl into the sheet beneath the three of you, another moan muffled by her hand as she writhes in pleasure. As fun as watching her like this is, you can feel an itch under your skin, egging you on further and further in your fun with your girlfriends. You pull your hand out from between Homura’s legs and up to your mouth to clean off your fingers, letting out an exaggerated moan as you do. Madoka gives you a curious look before she pulls her mouth from Homura’s chest, her lips parted as she catches her breath. 

Homura makes a noise somewhere between shocked and indignant as you tuck your hands under her arms as pull her higher on the bed. Madoka pulls her fingers out of her with a lewd  _ squelch  _ and follows her up the bed, an eager glint shining in her pink eyes. You waste no time in spreading Homura’s legs and seating yourself between them. You feel her tense under your hand, her leg going stiff as you put them over your shoulders. You move your hand up to the top of her thigh and gently run your hand up and down until you feel her relax enough to stretch her legs out, doing her best to get comfortable in this new position. 

“Good girl.” You tell her, moving your hands forward to her pussy, teasing her dripping lips with a long stroke of your thumb.

You can feel her lips flutter in anticipation under your thumb and you move forward to lick along her slit, not wanting to keep her waiting for too long. Her reaction is immediate as a long, sloppy moan spills from her lips and you push deeper into her, your nose bumping against her clit as you bury your tongue in her pussy. You groan and close your eyes as her inner walls spasm, clamping down around you, only to release their hold on your tongue seconds later. You pull your tongue out to lick at her entrance, working your tongue across her slick folds and up to her clit to circle the sensitive area. 

Homura squirms in your hold, her hips bucking against your face, overwhelmed in the face of your actions. You moan against her, playing up your enjoyment to relax Homura further, happy to feel her nervousness disappear and the tenseness leave her muscles with each long lick of your tongue against her sex until she is jelly in your hands.

“Here, Homura… I want to feel good with you too.” Madoka says, her voice sultry and pleading as she untangles Homura’s hands from the sheets and guides it underneath her until her fingers are brushing her wet lips. It takes her a moment, but Homura pushes a finger into the other girl, Madoka’s small moan washing over her as she begins to move her finger. It’s not long before she slips another finger into her, stretching Madoka’s pussy as she begins to scissor her, fingers splitting and snapping shut as Madoka rides her hand, grinding down against Homura’s palm. 

It’s an accident, she does not mean to hook her fingers inside of Madoka, but she tenses all over when you suck her clit, catching her off guard. Nevertheless, Madoka reacts by bucking her hips, greeting her clit against Homura’s soft palm as she cries out, tossing her head back as she does. 

Her hand comes up to cup her breast, squeezing gently before moving onto her nipple and giving it a sharp twist as Homura hooks her fingers again, tearing a strangled cry from Madoka. Each sound they make meet in the open air, mingling and mixing into sweet music, the chorus to a song reserved for the three of you. Homura’s free hand finds its way to the back of your head, pushing your face deepering into her folds as she rolls her hips to grind against your face, riding a wave of pleasure that soon crashes into her as cums, crying out your name. You lap at her pussy, eager to catch every drop of her that you can as hot liquid gushes out of her, soaking your face and tongue in her juices. You feel that way that she trembles under you, her muscles spasming as she comes down from her high until she is still under your hands, panting as she tries to catch her breath after such a powerful orgasm. 

Her hand falls from the back of your head, limp onto the sheets below, letting you pull away from her as you lick your lips all the while. Madoka raises her hips from the other girl’s glistening hand to sit away from her, watching Homura closely as her eyes clear up again. You crawl back up the bed to lay beside your girlfriend who nuzzles into your side the moment you are still. Madoka drapes herself over Homura, stretching out like a cat all too pleased with itself and her expression matches as she watches the pair of you. She leans in for a brief kiss, her tongue quickly swiping across your lips to taste Homura. She pulls away with a moan that goes straight to your dick, making it jump against your stomach. Madoka gives you a sly look before wrapping her hand around your cock and giving you a long tug, all the way up to the head and back down to the base. It’s hard to ignore how Homura watches her hand, her eyes bright and eager as she bites her bottom lip, whether she’s biting back her lust or her nerves, you’re not sure, but Madoka pounces on her nonetheless.

“Don’t tell me you’re already tired, Humora~” The lilt to her voice is playful and dangerous, stringing the two of you along and you and Homura are all too happy to follow her. Homura’s cheeks push out just a bit as she pouts at the light hearted ribbing. “Aw, don’t look like that Homura! 

“Let’s keep going.” Madoka’s hand leaves your cock to reach out to Homura to help her sit up and stumble onto her knees. The plush foundation of the mattress does not do anything to help Homura’s balance as Madoka leads her forward to help her throw a leg over your lap to straddle you. 

Instinctively, your hands find a place on Homura’s hips, helping her steady herself as Madoka directs her to lean forward and brace her hands on your chest. You give her a patient smile when she looks at you, concern written all over her face as she stares down. One hand goes to the back of her head to bring her lips down to yours as you kiss her worries away. She opens her mouth of her own accord, moaning in her excitement as your tongue slips into her mouth. No matter how often the two of you kiss, she is always reactive to your tongue meeting her own to scrape against the flat of her own. You greedily swallow the moan that follows.

You hand makes it back down to her hips, sinking into her soft skin for a moment before gliding back to the gentle swell of her ass. She jumps, only serving to deepen the kiss, when you pull her cheeks apart, exposing her further to Madoka who is still behind her. Your hands go lower, spreading her lower lips open, showing her rosy pink pussy to the other girl. Homura is suddenly pulling away from you, tossing her head back to cry out, and you look past her to see Madoka’s face buried between her legs as she eats her out. It’s not long after that that you feel her take your cock in hand and pulls her head back to line up the head of your cock to Homura’s twitching hole. You can already feel her heat against your tip and it only takes that push until you are sheathed in that welcoming heat. 

You and Homura stop to let out twin moans and her hips stop moving as you bask in the feeling of her tight pussy squeezing your dick and she marvels at the feeling of having something inside of her for the first time. It’s a strange sensation getting to feel how your cock stretched her in a way that Madoka’s fingers couldn’t fully prepare her for, but it doesn’t hurt like other girls at school said it did. There’s a slight discomfort, but it soon makes way for a dull pleasure and a burning warmth in the pit of her belly. The fire is only fanned to burn even brighter when your hands leave her hips in favor of groping her perky breasts, rolling her nipples between your fingers before giving them light pinches and gentle tugs. Her head tips back as she groans with a voice she never would have recognized as her own, like something has possessed her to sound so  _ filthy. _

It’s not long before your hands are replaced by Madoka’s. She reaches out to grasp Homura’s hips, giving her a playful squeeze, before lifting Homura.

“Ah, fuck…” You curse as the walls of her pussy drags against your cock, Madoka’s pace teasingly slow before she eases Homura back down. She takes more of your cock with this stroke, what resistance there had been all but gone now as you hips almost touch. 

Homura distantly recognizes Madoka’s hand moving, gliding up her back to press against the middle of her back, coaxing her back into a long arch. Homura’s hands move from your chest to sit behind her on your thighs. 

“It’s easier like this, Homura.” Madoka tells her, her lips against the shell of her ear. “It feels even better like this too.”

Madoka giggles and Homura shivers as the vibrations tickle her ear, only soothed by a lick from Madoka’s hot tongue. It’s not much better, however, considering the shudder that passes through her, tensing her stomach and making her tighten up around your cock, pulling a gasp from you. 

The three of you continue on like that, Madoka’s hands wrapped around Homura’s hips as she helps her ride you, guiding her through the motions of lifting and bottoming out and rolling her hips while she is seated in your lap. She’s doing well for her first time, but you can feel her coming undone at the seams, each whimper and moan you fuck out of her signalling another stitch being pulled.

“How does it feel Homura?” Madoka asks as she guides her hips down to yours faster than before. It’s getting harder to differentiate between the both of them, if it’s Homura steadily losing herself to pleasure or if it’s Madoka bringing her hips down so roughly, either way, it’s dizzying to feel her pussy clamp down around you, only to relax the next second before tightening up again. 

“G-Good!” She cries out, her words coming out slurred and stuttered. You only smirk at the mess she’s become and give her tits a rough squeeze before giving her nipples the same harsh treatment. A while ago, you might have worried that something like that would only turn her off, but now Homura responds by lifting her hips and bringing them down fast enough that Madoka’s hands slip off of her hips.

“I… ohh, I can’t s-stop moving my hips…!” Her words are emphasized by another deep stroke, the both of you groaning when you hit the back of her pussy, the position making the head of your cock nestle right up against her cervix. You feel her hold tighten on your thighs as she rides you for all your worth, chasing her growing orgasm as jumbled praise and names fall from her lips. 

Madoka is quick about moving up the bed and to your side, leaving Homura to her own devices as she tucks her hands under your shoulders and lifts. You get the picture eventually and sit up as she helps before bringing your legs up to tuck under you and Homura. You turn to give her a kiss before the both of you turn your attention back to Homura, so lost in her pleasure as she bounces on your cock to notice the slight change in position. It’s not until your arms are circling her thin waist that she opens her eyes as tilts her head back down, her pretty eyes laced with surprise as you two make eye contact. 

You both lean in at the same time, your lips crashing together in your haste. It’s a different kiss than the last few that you’ve shared, but it is no less passionate. Your teeth click as you drink in the taste of one another, desperate to delve into one another’s months, but neither of you pay it any mind as you pull her even closer to you. In this position, lost in such a mind numbing bliss, it’s becoming difficult to tell when you end and she begins, as if the two of you are becoming one. Even if it is just for this moment. Your sweat slicked skin glides against hers smoothly as she rocks her hips against your own and her hands find their way to your hair, tangling into your locks soon after.

Her hold tightens considerably and you pull back to hiss against her lips as she tugs at your hair, but Homura doesn’t notice as she tosses her head back, crying out your name. There’s a hot rush of liquid from her, dripping steadily out of her and into your lap and coating your cock more and more with each shallow thrust. The pressure in your stomach builds quickly, your stomach tightening into a knot and letting you know that your oragam is not too far behind Homura’s. Your toes curl as her pussy clenches, that tight heat becoming overwhelming as you’re tipped over the edge, cumming deep inside of Homura. 

You tuck your face into the crook of her neck and shoulder as the two of you sit there and bask in your twin afterglows. You tighten your hold on Homura’s waist, pulling her even closer to you as you soak up her intimate touch and the skin to skin contact. It’s comforting to get to be with her in these little moments and only makes you happier that she and Madoka are so drawn to each other. She would be here right now with the two of you if they weren’t. You aren’t too sure when, but Homura has started to gently scratch at your scalp, doing her best to soothe where she had pulled your hair. You know she would never say it, but you can tell that she’s trying to apologize, even when she does not have to. You can feel yourself going soft inside of Homura, even as her warmth coaxes you into being half hard rather than completely flaccid. 

After a couple of moments, you feel another weight on top of you, your back specifically, as Madoka fits herself against your sweaty back, your skin sticking together in a way that makes it crawl, but you cannot get enough of it since it’s  _ her. _ You pull your face from Homura to turn your face to Madoka, or as far as you can manage without straining your neck. She is kind enough to lean a bit more so you can sort of see her, you can at least make out her glossy pink hair as your eyes struggle to focus when she is this close. 

She cranes her neck to reach your lips to press hers against yours. It’s chaste and a stark contrast to everything the three of you have done so far, but it’s fitting for the moment. Sweet and gentle, just like her, with a promise of more as she flicks her tongue against yours. When she pulls away, she rests her head against your strong shoulder and turns her eyes to Homura to gaze up at the other girl, her pink eyes full of love and adoration, but pride most of all. 

“You two look so cute, I couldn’t help but join in.” She murmurs. Any other circumstance, you’re sure neither of you would have heard it, but being in such a close bubble, you catch her words just fine. “I hope you don’t mind…”

“Of course not, Madoka!” Homura exclaims, sounding offended that Madoka would even think she could somehow manage to bother her. 

Homura speaks before you, rushing to reassure Madoka of whatever possessed her to say something so ridiculous. A soft blush dusts over her pale cheeks as she drops her eyes from the both of you, looking like she realized that it was silly to doubt that the two of you wouldn’t want her to join both of you. You nip at her bottom lip playfully, hoping that it’ll build some more confidence in her, encourage her to fall back into that playful and dominant role she likes to have with you and Homura. 

“Don’t tell me that you’re getting cold feet already? You haven’t even had your turn yet…” You trail off as you lean in to peck her forehead, licking your lips clean of her sweat when you pull back. 

She giggles before sitting up and putting her hands on your shoulders as she balances herself while her knees sink into the mattress below. You loosen your hold on Homura gradually, pulling your arms back until just your hands remain on her hips, as Madoka eases you back onto the bed. It’s the same position as before with you lying down and Homura seated in your lap, your cock still buried inside of her. Your head is currently in Madoka’s lap, but you have a feeling that it won’t be staying there for long when she bends down until the ends of her hair are tickling your face, a small smile on her cute face. You’re happy to see that your encouragement worked when you catch a glimpse of that hard edge reflected in her eyes. 

“You think you can handle both of us?”

You match her smile before saying; “Why don’t we find out?”

Madoka eases her legs open to let you head fall the short distance onto the mattress before she rises onto her knees to straddle your face. You’re immediately hit with the strong scent of her arousal and it goes straight to your dick, twitching inside of Homura in your anticipation of having her on your tongue. You see Madoka’s fingers slide down her slick covered, puffy lips before she pulls her lips apart with her fingers. Her folds are a rosy pink and already soaked and that’s all you can see before Madoka is lowering her hips until she is sitting on your face and your tongue is stretched out, eager to taste her. 

You hear Madoka’s stuttering gasp as your tongue plunges into her pussy, all too excited to eat your girlfriend out. You aren’t given the chance to warm her up like you had with Homura, not in this position at least, there’s little more you can do other than lie back and take it as Madoka grinds her pussy against your mouth, moaning out each time your tongue slips out to drag along her clit. You moan softly against her as a fresh wave of slick leaks out of her pussy and onto your tongue. The taste is just as addictive as every other part of her, the sweet sounds that fall from her lips, to her kisses, to the way she looks at you. It’s indescribable, but so sinfully good.

Every once in a while, Madoka’s steady rhythm will be broken by her hips bucking forward suddenly, overwhelmed by the sensation of how your tongue dances across her folds and works its way deeper inside of her.

Your tongue stutters to a stop, forcing you to try and regain your focus, when Homura begins to move again. It’s nothing like it was before, you can tell that she is worn out by how loose and languid each roll of her hips are and how she barely lifts her hips and it’s so much worse in the sweetest way. After two powerful orgasms, Homura isn’t chasing another or trying to lead you to another either. Everything she is doing is to tease you and you wonder how she has managed to be so good at that so quickly. 

_ You really  _ are  _ a fast learner, aren’t you, Homura?  _ You think. 

Just as your lungs begin to burn and your head starts to go fuzzy, Madoka raises her hips off your face just enough for you to take a few quick breaths before her hips are lowering again. You push your tongue out and let her grind her pussy against it, catching her clit with the tip of your tongue with every other smooth roll of her hips. It’s difficult to do more than this with your focus shot each time Homura bounces on your cock and grinds in your lap. It’s only made worse when Madoka leans forward a bit, just far enough that she can comfortably tease and play with your nipples. You buck at the new feeling and Homura gasps in surprise which quickly shifts into a long moan. Madoka teases you further, delighting in the way you jump and twitch beneath her and gasp hot puffs of air against her sensitive cunt. She drags her nail against the top of your nipple and pushes harder against your face when you thrust into Homura again, a low groan being ripped from the other girl. 

It is easy to tell when Madoka is close to cumming. After a particularly slow roll of her hips, you can feel her legs begin to tremble on each side of your head and close around your head a little tighter. It’s not as if you could move much before, but now all you  _ can _ do is lie there while Madoka acts as she pleases, taking whatever she wants while you lap at her pussy. Her hips rise, as if she is about to pull away, and you can’t have that, now can you? You reach up and grab Madoka’s hips to hold her in place and force her hips back down, driving your tongue into her once against to fuck her hole until she squeezes around you tight then lets go with a wail as she cums in your mouth. 

You let go of her hips soon after, letting her pull away from your tongue. You lick your lips clean of Madoka’s juices and let out an indulgent moan. You feel the slow drag of Homura lifting off of your hips, your cum leaking out of her steadily, dripping down your hard cock. She all but collapses on the bed as you sit up and it’s not long after that Madoka joins her, cuddling into an exhausted Homura’s side and nuzzling their cheeks together before giving her a quick peck. While Homura looks completely worn out, Madoka still has that edge in her eyes and that same teasing smile as if she didn’t just cum. She twists her body so that she’s lying on the mattress rather than being draped on Homura before opening her legs to give you a look of her pussy, dripping wet and shining with a mix of her cum and your saliva. You chuckle as you make your way to her to position yourself between her thighs and loom over her as you lean down, bracing your hands on the pillow underneath her head. 

“You’re insatiable, you know that?” Her only response is to laugh and wrap her legs around your waist, pulling your hips together until your dick is rubbing against her lower lips. 

“If  _ I’m  _ insatiable, then what does that make you?” Curiously, there’s no playfulness in her words, she’s just relaxed and comfortable with the both of you. 

You roll your hips, rutting against her wet slit to steal a moan from her as your cock rubs against her hard, overstimulated clit. “I’m not too sure…”

Even in this back and forth between you, there is something soft and romantic, something magnetic that keeps bringing you closer and closer until your lips are touching. She sighs against your lips before she opens her mouth, granting your tongue access before you could do anything to ask. You deepen the kiss with a tilt of your head, your tongues running against one another as you as Madoka rolls her hips at the same time you rut against her again. There might not be much space left between the two of you, but there’s enough for Homura to reach down to grasp your cock and line it up to Madoka’s entrance. You groan at the sensation of her puffy lip brushing the tip of your dick. Soon after, Madoka’s legs tighten around your waist, urging you to fuck her, but you push back against her, waiting long enough for her to squirm under you as she grows more and more impatient. When you figure that she’s waited long enough, you push forward, burying your cock inside her in one fluid motion. 

She breaks your kiss to turn her head and cry out, her eyes squeezing shut at the sudden fullness in her aching pussy. You give her a moment to adjust as you cock kisses her cervix, letting her get her breathing under control again, and for you to collect yourself, before you move your hips to shallowly thrust back into her inviting heat. You start up a gentle rhythm for her, letting Madoka’s excitement build with each slow thrust and you can feel it growing as you go, her pussy feeling wetter with every other stroke. 

Homura, worn out as she is, moves her hand up to cup Madoka’s cheek to turn the other girl’s face towards her own. Not a moment later is Homura moving closer to kiss Madoka, their lips slotting together easily. You feel your cock twitch as the pair kiss, enjoying the sight of Madoka lying back and letting Homura’s tongue slip into her mouth to deepen their kiss. You can hear small sighs and moans from Madoka as you continue to fuck her with shallow, controlled thrusts until she pulls away from Homura, her chest heaving for air. A tiny whimper slips from her as she looks up at you with those big, pink eyes of hers. The thin string of spit connecting her and Homura breaks when she begs for you in an equally tiny voice.

“M-More, pleasee~” She begs, her words stretched out in her haze of lust. Who are you to deny her?

Homura moves back to her original position and makes herself comfortable as you push off of your hands to straighten your back. Madoka whines as you pull out, almost slipping out of her as you do, and tightens her legs again to try and draw you back inside of her. Despite any complaints, she lets you take hold of her legs and push them all the way up to her chest. She looks confused for a moment before there’s a flash of recognition in those pink eyes of hers. 

Inch by inch, you push back into her, watching her face for any signs of discomfort, until you bottom out, the tip of you dick pressing down against her cervix once more. You tighten your grip on her as you pull out to thrust back into her, much less controlled than you had been before. Madoka cries out for you, tossing her head back against the pillow as she does and your skin tingles with electricity when she does, her sweet sounds going straight to your head. Your pace is much faster and your thrusts more sloppy as you fuck her hard, all prior concern and caution slipping away bit by bit until it is gone. The room is quickly filled with Madoka’s lewd moaning and sharp cries of your name, low grunting from you and the sounds of skin on skin as your hips meet again and again with an almost bruising force. 

The rush you get from each deep thrust into her quivering pussy is dizzying, only encouraging you further as she takes your cock like a good girl. You shift your hips a bit as you reposition your knees on the mattress and Madoka wails in pleasure as you hit her sweet spot. You do you best to focus on that one place, intent on driving her closer to her orgasm, wanting to make sure that she cums before you. It’s getting hard and harder to resist giving in and sinking into that heat pooled in the pit of your stomach and the tight, wet clench of her pussy isn’t helping you. Suddenly, Madoka is crying out louder than she has any other time tonight as her whole body tenses beneath you and her pussy squeezes your cock as she cums. Your toes curl and your teeth clench and you are following her, slipping right over the edge right after her as her pussy milks you for all you’re worth. 

You’re quick to release her legs and brace yourself on your forearms on the mattress below, doing your best not to pant right in Madoka’s face. It’s another quiet moment experienced in the haze of an afterglow as you pull out of her and fall to her other side. Lying there, you think about how sticky and sweaty you are and you can’t imagine that Madoka or Homura are faring much better, but you can’t help moving closer to Madoka, mirroring Homura who has long since cuddled into her girlfriend’s side, to enjoy her warmth in a mass of loose limbs and relaxed bodies. 

**Author's Note:**

> if you got this far please consider leaving a kudos or comment! feel free to hang out with me on twitter [@cesspitshrine!](https://twitter.com/cesspitshrine)


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